Exhibit 4.2


 


	NUMBER	 	SHARES
	 	 	 
	C-	 	 


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP [ ]


 


CHENGHE ACQUISITION CO.


 


CLASS A ORDINARY SHARES


 


THIS CERTIFIES THAT                 
is the owner of                  Class A ordinary
shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of Chenghe Acquisition Co., a Cayman
Islands exempted company (the “Company”), transferable on the books of the Company in person or by duly authorized
attorney upon surrender of this certificate properly endorsed.


 


This certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar of the Company.


 


Witness the facsimile signature of a duly authorized
signatory of the Company.


 


	Authorized Signatory	 	Transfer Agent
	 	 	 


 


Chenghe Acquisition Co.


 


The Company will furnish without charge to each
shareholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special
rights of each class of equity or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences
and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Amended
and Restated Memorandum and Articles of Association of the Company and all amendments thereto and resolutions of the Board of Directors
providing for the issue of securities (copies of which may be obtained from the Company), to all of which the holder of this certificate
by acceptance hereof assents.


 






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The following abbreviations, when used in the
inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations:


 


	TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	—	                       Custodian

                                    

                             (Cust)

                            (Minor)
	 	 	 	 	 	 
	TEN ENT	—	as tenants by the entireties	 	 	 
	 	 	 	 	 	
    Under Uniform Gifts to Minors Act

     

                                             

     

	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	 	                         (State)


 


Additional abbreviations may also be used though
not in the above list.


 


For value received,                 
hereby sells, assigns and transfers unto


 


(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER(S) OF ASSIGNEE(S))


 


(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES),
INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


Class A Ordinary Shares represented by the within certificate,
and do hereby irrevocably constitute and appoint Attorney to transfer the said Class A Ordinary Shares on the books of the within
named Company with full power of substitution in the premises. 


 


Dated 


 


	 	 	 
	 	Notice:	The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


	 	 	 
	Signature(s) Guaranteed:	 	 
	 	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).	 	 


 






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As more fully described in, and subject to the
terms and conditions described in, the Company’s final prospectus for its initial public offering dated                 ,
2022, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established
in connection with the Company’s initial public offering in the event that (i) the Company redeems the Class A Ordinary
Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination within the time
period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time
to time, or (ii) if the holder(s) properly redeem for cash his, her or its respective Class A Ordinary Shares represented by
this certificate in connection with (x) a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder
approval of the proposed initial business combination) setting forth the details of a proposed initial business combination or (y) a
shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance
or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100%
of the Class A Ordinary Shares if it does not consummate an initial business combination within the time set forth in the Company’s
Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time or (B) with respect to any other
material provisions relating to shareholders’ rights or pre-initial Business Combination activity. In no other circumstances shall
the holder(s) have any right or interest of any kind in or to the trust account.


 






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